[8-K] Protalix BioTherapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Protalix BioTherapeutics (NYSE:PLX) filed an 8-K disclosing the results of its 2025 Annual Meeting held on June 26, 2025.

• Eight directors elected: top nominee received 22.4 M votes for versus 1.9 M withheld; 12.7 M broker non-votes across the slate.
• Say-on-pay approved: 16.4 M for, 7.5 M against, 0.38 M abstentions, 12.7 M broker non-votes.
• PwC Israel ratified as auditor for FY 2025: 34.9 M for, 1.6 M against, 0.46 M abstentions.

No additional material actions or strategic updates were reported.

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​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934Date of Report (Date of Earliest Event Reported): June 26, 2025

Protalix BioTherapeutics, Inc.(Exact name of registrant as specified in its charter)​

​	​	​	​	​
Delaware		001-33357		65-0643773
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)
​	​	​	​	​
2 University Plaza	​	​	​	​
Suite 100	​	​	​	​
Hackensack, NJ	​	​	​	07601
(Address of principal executive offices)	​	​	​	(Zip Code)

​ Registrant’s telephone number, including area code 201-696-9345(Former name or former address, if changed since last report.)Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):☐    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))​Securities registered pursuant to Section 12(b) of the Act:​

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	PLX	NYSE American

​Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻​​

Item 5.07Submission of Matters to a Vote of Security HoldersProtalix Biotherapeutics, Inc. (the “Company”) convened its 2025 Annual Meeting of Stockholders (the “Meeting”) at 8:00 A.M. EDT on June 26, 2025 at the offices of Gornitzky & Co., The Vitania Tel Aviv Tower, 20 HaHarash Street, Tel Aviv 6761310, Israel. The Company’s stockholders: (1) elected the eight persons nominated by the Company’s Board of Directors to serve as directors of the Company; (2) approved, on a non-binding, advisory basis, the compensation nof the Company’s named executive officers; and (3) ratified the appointment of Kesselman & Kesselman, Certified Public Accountant (Isr.), a Member of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.Set forth below, with respect to each proposal adopted at the Meeting, are the number of votes cast for or against or withheld, as applicable, the number of abstentions and the number of broker non-votes.(1)Election of Directors

	​ For	​ Withheld	Broker Non-Votes
Eliot Richard Forster, Ph.D.	22,376,809	1,936,651	12,683,549
Dror Bashan	21,731,274	2,582,186	12,683,549
Amos Bar Shalev	21,333,513	2,979,947	12,683,549
Shmuel “Muli” Ben Zvi, Ph.D.	22,412,060	1,901,400	12,683,549
Pol F. Boudes, M.D.	22,427,061	1,886,399	12,683,549
Gwen A. Melincoff	22,397,437	1,916,023	12,683,549
Aharon Schwartz, Ph.D.	22,607,162	1,706,298	12,683,549
Christian Elze	22,158,067	2,155,393	12,683,549

​(2)Approval, on a non-binding, advisory basis, the compensation of the Company’s named executive officers

​ For	​ Against	​ Abstain	Broker Non-Votes
16,440,449	7,488,809	384,202	12,683,549

​(3)Ratification of the appointment of Kesselman & Kesselman, Certified Public Accountant (Isr.), a Member of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2025. A majority of the shares present in person or represented by proxy at the meeting and entitled to vote voted affirmatively in favor of the proposal. The number of votes cast with respect to this matter was as follows:

For	Against	Abstain
34,893,312	1,641,969	461,728

​​

SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 26, 2025	PROTALIX BIOTHERAPEUTICS, INC.​​
	By:	/s/ Dror Bashan
		Name:	Dror Bashan
		Title:	President and Chief Executive Officer

​​

FAQ

What matters did PLX shareholders vote on at the 2025 annual meeting?

Shareholders voted on three proposals: election of eight directors, an advisory say-on-pay resolution, and ratification of PwC Israel as independent auditor.

How did PLX's say-on-pay advisory vote turn out in 2025?

The executive compensation proposal passed with 16,440,449 votes for, 7,488,809 against and 384,202 abstentions.

Which audit firm was ratified by PLX for fiscal year 2025 and by what margin?

Kesselman & Kesselman (PwC Israel) was ratified with 34,893,312 votes for, 1,641,969 against and 461,728 abstentions.

Were any director nominees rejected at PLX's 2025 annual meeting?

No. All eight nominees were elected; the highest withheld total was 2,979,947, well below votes cast for each candidate.